Ben 10: Armored Alien Adventures
by Magic Basher54986
Summary: An unknown force has taken over the Plumber council. With the help of Iron Man and his friends, War Machine and Rescue, Ben and Helen must find the source of the problem and take it out. BenxHelen. Rated T for minor language. Rating might go up later in fic. *Chapter 4 slightly reworked.*
1. The Meeting Of Allies

**I noticed that there wasn't a Ben 10/Iron Man: Armored Adventures crossover. So I decided to make one! Enjoy!**

**Disclaimer: I do not own Ben 10 Ultimate Alien or Iron Man Armored Adventures**

**1 The Meeting Of Allies**

* * *

"Give it up, Vilgax!"

"Surrender, Ben Tennyson!"

"You know I don't surrender."

Vilgax drew his sword.

"Then you shall be destroyed!"

Ben laughed.

He pressed a button and the face plate on the watch-like device on his wrist popped up. After a quick selection, he slammed the face plate down.

"Big Chill!"

"You can't stop me, Tennyson! I shall have that Ultimatrix! And then I shall destroy this miserable planet!"

"I don't think so," Big Chill rasped.

He breathed a blast of frozen air at Vilgax.

Vilgax was encased in ice for a moment before he broke free.

"Is that all you have, Ben Tennyson?" Vilgax yelled.

"No! He's got help!"

Two blasts hit Vilgax in the chest.

Ben turned his head to see a man floating in the air.

"That is some weird costume," the metal man said, floating closer.

"This is not a costume," Big Chill rasped before going to the ground to a blue lizard like creature in a crature.

"Come on, Helen. Come on, honey."

The blue lizard slowly started moving, groaning as it raised it's head. In a flash of light, the moth like creature became a young man.

"Come on, Helen. Let's get you to safety."

Ben picked the strange creature up and started walking toward an RV.

"This is not over yet, Ben Tennyson."

"Ben. Leave me."

Ben shook his head.

"Not on my life."

Ben set Helen down on a bunk in the back of the RV.

"You just stay here, Helen. I'm going to take him down."

Ben walked out of the RV, commonly known as the Rustbucket, fiddling with his Ultimatrix again.

"Stop messing with that thing and get help."

"I am help."

Ben selected Wrath. "I hope it works this time."

Ben slammed the faceplate down and he became Cannon Bolt.

"I wanted Wrath!" Ben complained before jumping into battle, his sphere body slamming hard into Vilgax's head.

"How disappointing," Vilgax said.

Ben slammed his fist to the symbol on his chest. In a matter of seconds, he was yelling, "Ultimate Cannon Bolt!"

Ben watched as two more metal people, one being too bulky to know if it was a man or woman, and a metal woman.

"Rescue, keep an eye on that RV."

"Got it," she said as she flew over and landed on top.

"Time to roll!" Ben said before closing into a ball with spikes.

The metal man watched as the ball creature flew straight into Vilgax and knocked him of his feet.

"When are you going to learn, Vilgax? I'm not just some pushover!"

Vilgax raised his sword yet again.

Ben rolled out of there instantly.

"I'm going to kill you for what you did to Helen!"

"The Kineceleran got what she deserved."

Ben let go of all restraint.

With a bellow, he launched himself at Vilgax and started pounding the crap out of him.

After a moment, he noticed that Vilgax was out cold.

He slapped the symbol on his chest twice and then looked at his watch.

"Ben Tennyson to Plumber base. Vilgax subdued. Pickup requested. Out."

Ben then looked at the RV. Helen was slowly making her way over.

"Helen! Don't move!"

Ben took off at a dead run. He reached her in a matter of seconds.

"Are you alright?"

Helen nodded before she changed back into a human.

"I'm alright. What happened to Vilgax?"

"I hope I put the jackass into a coma," Ben said, his voice dripping with malice.

Helen looked at the broken form of Vilgax.

"I think you did put him in a coma."

"Excuse me."

Ben looked over at the two that had helped him fight Vilgax.

"Yeah, hi. What the hell did you just do?"

"I took down a very bad alien."

The metal woman, Rescue, jumped off the roof of the RV.

"Is there really such things as aliens?"

"Rescue, did you already forget about the Makluan invasion?"

Rescue looked over at the metal man.

"No I have not, Iron man. But more aliens?"

Ben held Helen in his arms.

"Maybe S.H.I.E.L.D. can use learn something from them."

Ben pushed his Ultimatrix down and became the same creature that Helen had ben.

"XLR8!"

Ben the picked Helen up and ran.

"Whoa!"

* * *

Iron Man/Tony Stark

"What just happened?" Tony asked.

"That guy just pushed a button on his watch and snap, he's gone."

Tony looked at their RV.

"Let's take their vehicle back to the Armory."

Tony got at one end and Rhodey got at the other. In a matter of minutes, they had it sitting down on top of the temple.

"When they come to get it, we'll have a little chat."

"That guy changed into what the girl was. And he was several different things as well," Pepper said.

"That's not what bothers me. Why did that guy beat that creature to a bloody pulp?"

"He said that guy was a bad guy," Rhodey said as they all walked into the Armory. "And you know we always go for the bad guys."

"I know. But that guy just pounded that creature into ground beef."

"No I didn't."

Tony looked over at the voice. There, as a lightning blue lizard, stood the young man.

"You had to take the Rustbucket, didn't ya?"

Tony looked at Pepper and Rhodey.

"The what?" Tony asked.

"The RV, dumb ass."

Tony's fists clenched.

"What did you call me?"

"That RV is called the Rustbucket. A gift from my grandfather before he retired."

* * *

Ben

Ben watched as Iron Man's fists clenched.

"Come on. I'll go Lodestar and rip that armor off of you."

Iron Man stood still.

"What is with that device on your arm?"

Ben slapped the symbol on his chest and held up the Ultimatrix.

"This, Iron Man, is the most powerful weapon in the universe."

Iron Man looked around before he started laughing.

"Do I need to prove it?"

Iron Man nodded, still laughing.

Ben ran back outside to the Rustbucket. Helen was sitting in the passenger's seat.

"How are you doing?"

Helen just smiled.

"I'm okay. I saw the Plumbers come and take Vilgax away. When they saw how badly he was beaten, they came over here to ask some questions. You've been asked to come in to answer a few questions."

"I can't go in. I will not leave you here."

"Hey. You going to show us up?"

Ben turned to look at Iron Man.

"You wait here, Helen."

Ben stepped a good ways away from the RV and looked through his list. After a moment, he found the alien he wanted. With a slam of the faceplate, he rose to tower over Iron Man, War Machine and Rescue.

"Way Big!"

All three slowly turned and looked at each other.

"Do you think you can take me now?" Ben asked from above. After a moment, he slammed his hand to the symbol and returned to being normal.

"Don't mess with me, my fiance or my RV."

He walked to the RV and opened the door on the side.

"You ready to get out of here, Helen?"

Helen nodded and grasped his hand.

"Let's get out of here. You still have that meeting with the Plumber agency."

"Don't remind me."

He flipped a switch.

Helen looked out the passenger window. Ben looked out his. Wings were extending from the sides of the ship.

"Well, Iron Man, Rescue and...?"

"War Machine."

"We'll be seein' ya."

A flip of another switch and thrusters roared to life.

* * *

**Well, here it is. The first Chapter. I hope you enjoyed it. Please read and review.**

**Magic Basher.**


	2. The Inner Problems

**Disclaimer: I do not own Ben 10 Ultimate Alien or Iron Man Armored Adventures**

**Chapter 2**

* * *

Tony Stark/Iron Man

"That was weird."

Tony, Rhodey and Pepper had watched the RV spread wings and take off, traveling at speeds to escape the Earth's gravity.

"I've never seen an RV just take off like that," Rhodey commented.

Pepper had removed her helmet.

"I gotta tell you that that was awesome!"

Tony and Rhodey look over at her.

"That was strange. I hope that was the last time we see them."

"Awwww! Come on! That girl was pretty cool!" Pepper complained.

"She's an alien."

"Duh! That's why she's cool!" Pepper said, walking to the launch tunnel. She replaced her helmet and dove into the opening.

"She kinda has a point," Rhodey said as soon as Pepper was out of sight.

"I knew it!" Pepper yelled.

* * *

Ben

"Ben Tennyson."

Ben looked at the upper stands. Azmuth stood there with his tiny arms crossed. They had taken Ben's Ultimatrix.

"On what grounds did you have to mercilessly beat Vilgax?"

Ben's jaw dropped.

"You saying I should have just let him get away with hurting Helen?"

The said Kineceleran stood by the door. She was in her alien form, shifting uneasily from foot to foot.

"What did Vilgax do?" the Galvan asked, looking at Helen.

"Nearly killed me."

Azmuth looked at Ben.

"Why?"

"Have you not heard the news?" Ben asked walking over to Helen. "We got engaged."

"What about the earth girl, Julie Yamamoto?"

"We broke up months ago. I had started getting feelings for Helen long before even then. I popped the question a week ago."

Azmuth looked between Ben and the Kineceleran.

"But did it require you to nearly kill Vilgax?"

"I was trying to."

There was muttering around the room.

"Calm."

The one word brought quiet to the room.

Azmuth breathed out a frustrated sigh. "For your harsh actions, we are sorry to say that your rank as a Plumber has been terminated and your memories will have be erased. Sadly this will also include your memories of Helen Wheels."

Ben held Helen close.

"No. I accept the part where I lose my rank, but there is no way in Hell that you will ever erase my memories of Helen. I'm not going to allow it."

Helen glared at the Galvan.

"You're not getting anywhere near Ben!" she yelled. "I won't let it happen!"

She grabbed him around the waist and in an instant, both her and Ben were out of the building, Helen grabbing the Ultimatrix on the way.

"Let's get out of here," Ben said as he got behind the wheel of the Rustbucket.

"You cannot get away, Ben Tennyson."

He looked at the Ultimatrix. Azmuth's image was floating above the dial.

"You want to ruin my life! I'm not staying here!"

He thought about the metal man he had met a few hours ago. If luck was on their side, they'd make it to New York and get that guy's attention.

"Floor it, Ben!"

Ben jerked out of his second and a half trance and pulled the throttle all the way back. They took off with a speed that pushed them back in the seats.

"Sorry, Helen!"

"Don't worry about me! Worry about them!"

He looked in the rear display and saw five ships on his tail.

"I'm punching it!"

She held out her blue hand. He took it.

"Get us out of this place."

Ben engaged the hyperdrive and the Rustbucket took off into space towards Earth.

* * *

Tony Stark/Iron Man

"Tony? We have a strange reading."

Tony looked over at Rhodey.

"What?"

"That RV we saw take to the skies is about to land right on top of the Armory."

"Let them land."

Rhodey shook his head.

"That's not what I meant. It's about to slam straight into the Armory."

Tony got his suit on and flew outside to stop the RV's decent.

"This is gonna hurt," he said just before it slammed into him _hard_.

Just as he thought he was going to slam into the roof of the Armory, two more pairs of hands helped him slow and stop the momentum of the RV.

"Thanks guys," Tony said, glad for assist.

They sat the RV down before looking in through the windshield. Both the guy from before and the blue lizard creature were holding hands. Both were out like a light.

"Let's get them up to S.H.I.E.L.D.. They might be able to help," Tony suggested.

"No. You remember the thing that guy became when he was showing off. I'd hate to see him mad at us."

Tony looked over at Pepper.

"Don't even ask. This is the one time I'm with Rhodey and don't want to involve those guys. I'm sure they'd take her, and try to dissect her."

"Then what do we do? It looks like this thing has taken some heavy damage."

Rhodey looked at down and around before looking back at Tony.

"What about the Armory? We can get this thing into that opening in the back, right? I mean, the entire wall is down."

Tony looked at Pepper.

"Perhaps I can help."

Tony looked around for the voice.

"Down here."

Tony looked down and a little gray creature became known.

"I am Azmuth."

"Okay... Azmuth."

"Ohhhh! He's so cute!" Pepper gushed. "Can I keep him? Oh, please?"

"I am not a pet. I am a Galvan from Galvan Mark II. I have come with Ben Tennyson. I fear for his safety and have come to assist him."

Tony looked at the little creature.

"Is this thing for real?"

Azmuth climbed up War Machine and started working on the suit.

"H-Hey! Stop that!"

"I can't believe this thing is even functional. So many problems."

"Uh, Azmuth? Please leave that armor alone. It took me months to build it."

Azmuth looked over at Tony.

"You built this hazard?"

Tony crossed his arms.

"Yes. I built that armor. Now if you don't mind, War Machine and I need to take that RV into the Armory."

Tony placed his hand closed to Azmuth and the little Galvan jumped onto his palm.

"Now please don't start taking my armor apart."

He placed Azmuth on his shoulder.

The little gray Galvan just stood there with his tiny hands behind his back.

"Okay, Rhodey. Let's get this moved."

"On three."

"One, two, three!"

Both Tony and Rhodey lifted the RV and moved it to the Armory.

As soon as the RV was on the ground, Azmuth jumped off of Tony's shoulder and onto the RV.

"I must now assist Ben Tennyson. Please do not move them or this vehicle."

Tony looked over at Rhodey and Pepper.

"Until we meet again," Azmuth said, stepping on a spot on the hood. He then slowly lowered until he was out of sight, the hood closing after his head.

"This is not a regular RV."

"Really? It looks normal to me. Only it can sprout wings."

Pepper face-palmed her metal head.

"I don't know about you two," Tony said, walking away, the armor retracting into his backpack, "but I'm as sleepy as the Sandman."

Pepper took off her helmet.

"I'm with you," Pepper said, stifling a yawn. "The bad guys have been hitting everything hard."

Rhodey walked with Tony.

"I think I'll stay here and keep an eye on Azmuth. Make sure he doesn't completely take the Armory apart."

"Good idea, Rhodey. If anything happens, give us a heads up."

Rhodey nodded.

"Will do."

* * *

Ben

Ben woke up rather suddenly when he felt something crawling on his arm. When he slapped his arm, he hit something small but not a bug.

"Ben Tennyson!"

"Azmuth?"

"Yes. Now if you would be so kind as to let me up? I'm trying to disable the tracking beacon in the Ultimatrix."

Ben just took the Ultimatrix off and set it down.

"Why are you here, Azmuth? You know I'm not going to allow you to erase my memories."

"That is not the reason I am here. It seems that the council has been corrupted by an unknown source."

Ben watched as Azmuth started fiddling around with the Ultimatrix.

"Could you unlock the Master Control?"

"Seeing as we know nothing of our enemy, I suppose it would help our cause. But I will reset it after this affair has been resolved."

Ben looked over at Helen.

"Give me one alien. Give me the Kineceleran. Let me be able to become that alien anytime I want. Even without the Ultimatrix."

The Galvan looked at Ben before shaking his head.

"Very well, Ben Tennyson. I shall use the Ultimatrix to mix your DNA with that of a Kineceleran. But I must have the Ultimatrix back after this is done."

Ben nodded.

Azmuth fiddled with the Ultimatrix for a moment and then pulled off the faceplate. He then climbed up Ben's leg and up his chest. He placed the faceplate over Ben's heart.

"This will hurt."

Ben nodded and braced himself.

"What's going on?"

Ben looked over at Helen.

"I'm about to do something crazy. Now Azmuth."

"Azmuth?"

Ben then cried out in pain. The faceplate was shoved into his chest. In a matter of seconds his body was starting to change into that of a Kineceleran. Once it was over, he looked over at Helen.

"Congratulations, Ben Tennyson. You are now half Kineceleran."

Helen looked at Ben. He lifted his hands and looked them over.

"Now we're the same," he said holding out his hand to Helen.

She grabbed it and watched as Azmuth, holding the faceplate, jumped from Ben's knee to the floor to work on the Ultimatrix.

"Why?"

"So we can go the same path. And also so I don't have to worry about not being able to go hero. I can go hero anytime now."

Helen jumped up and over to Ben.

"That was stupid. You're already a hero."

"Yes. But I wanted to be with you, the same way you are. Besides, ever since I proposed, I was going to ask Azmuth to do this anyway."

"I see it was a request before these events."

Ben grinned down at Azmuth.

"How much longer?"

"I need to get some new materials."

Ben focused on his human form and slowly his body returned to human. Helen did the same.

"We are the same now," Helen said as she soundly kissed him.

* * *

**Here it is. Chapter 2. I hope it's good. Please read and review.**


	3. The Twin Blue Blurs

**Disclaimer: I do not own Ben 10 Ultimate Alien or Iron Man Armored Adventures**

**3 The Twin Blue Blurs**

* * *

Ben

"What happened to you?" Iron Man asked.

Ben returned to being human.

"I'm now half Kineceleran, just like my future wife."

Helen smiled before she turned human as well.

"What happened to that device?"

"Azmuth is working on it. The Galvan might be an intelligent race, but when they're as small as that, it takes them a while to get anything done."

"But how did you become half alien?" Rescue asked.

Ben looked at each of them.

"You know, seeing as you know who I am, and seeing as I will be needing your help, why don't we all just lay our real names out on the table. Ben Tennyson."

Iron Man looked around at the other two, who nodded.

"Tony Stark," Tony said, his mask retracting so everyone could see his face.

"James Rhodes," Rhodey said, his mask retracting. "But please, call me Rhodey."

"Patrica Potts," she said. "But I prefer Pepper."

"Helen Wheels," Helen said, holding onto Ben.

"Azmuth? You about done in there?"

"Patients, Ben Tennyson. This is not as easy as it once was."

"What was the supplies you needed?"

"One of those suits."

Ben's eyes went wide as he looked at the RV.

"Why don't you work on that out here?" Tony asked.

There was slight grunt and Azmuth walked out with the Ultimatrix on his back.

Ben, quickly grabbed the device and held out his hand.

Azmuth jumped on his hand and Ben held him up to Tony.

"I need one of you're suits."

Tony motioned for them to follow.

"You did disable the tacker, right?" Ben asked.

"Of course," Azmuth replied.

Tony lead to the way to the Armory where he held out a backpack.

"Here," Tony said.

"What's this?" Ben asked, holding up the bag.

"Put it on."

Ben shouldered the bag and connected the center buckle.

"Here you go," Tony said, pushing the center buckle.

Ben watched as the center of the buckle lit up.

"Hold up your arms."

Ben held his arms to the sides as armor plates started to completely cover his body.

"Wow," Ben said, as his mask went on.

Tony removed the helmet and sat it down on a table next to Azmuth.

Azmuth tipped the helmet over and crawled inside. After a few minutes, the helmet started to fold up. It folded up to the size of about half a dime.

"What the hell!"

Ben looked at Tony.

"That's impossible."

"Helen, place the Ultimatrix here," Azmuth said motioning to the spot next to him.

Helen complied at once.

"Computer, retract Mark One armor."

"Unable. Helmet is disengaged."

"Cancel retraction. Eject pilot."

Ben felt the armor start to open in the front. He stepped out and it closed behind him.

Tony moved his Mark One over to the launch pod and laid on the table.

Azmuth picked up what was once a helmet and motioned for Ben.

"If you would, Ben Tennyson."

Ben picked up the Ultimatrix in one hand and held out his other to Azmuth. The Galvan jumped into Ben's palm.

As soon as Azmuth was on the table with the armor, he crawled right inside and stared working.

"This town have a Mr. Smoothie?"

"Mr. Smoothie? What's that?"

Ben chuckled as he turned into a Kineceleran.

"I'll be back in about an hour. Care to join me, Helen?"

"I'm always up for a smoothie."

Ben nodded and after Helen had transformed, both took off in a cloud of dust, their after-images remaining for an instant.

* * *

Tony

"That was definitely strange."

Pepper nodded next to him.

"Azmuth?"

"Yes, Tony Stark?"

"How fast can a Kineceleran run?"

"By your standard, they have been known to run over five hundred miles an hour, gaining that velocity in a matter of seconds."

Tony's jaw dropped. He looked over at Rhodey and Pepper and saw similar expressions on their faces.

"How is that possible?"

"Their extreme speed comes from manipulating friction."

That seemed to answer all of Tony's questions for the moment.

* * *

Ben

Ben and Helen were standing next to a river.

"Are you sure you can? I know I can't," Helen said with a hint of disappointment.

Ben held up one of his three fingers.

"Wait here."

With that he ran to the river and straight over the top.

After he reached the opposite shore of the river, he ran straight back.

"All aboard."

Ben picked Helen up bridal style and in a flash they were standing on the opposite side of the river.

He then set her down.

"Thanks, Ben."

"No problem. Ready to go?"

Helen nodded.

After a few more minutes, they were both standing next to Mr. Smoothie.

"Look who it is!"

Both Ben and Helen look over at the voice. Kevin Levin was walking over with Ben's cousin Gwen on his arm.

"Hey, Helen," Kevin said. He looked at Ben. "Who are you and why have you got Ben's clothes on?"

Ben just stood there.

"Hold on," Gwen said. Her eyes glowed lavender before she gasped. "Ben?"

Ben nodded before turning human.

"What happened?"

"I woke up in the Rustbucket after being chased across the galaxy by the Plumbers-" Helen started.

"Wait," Gwen said looking between the two. "You were being chased by the Plumbers?"

Both Ben and Helen nodded.

"Why?" Gwen asked.

"I nearly killed Vilgax."

Gwen and Kevin looked at Ben with shock.

"Why?" Gwen asked again.

"He nearly killed Helen."

Helen returned to human. There were a few blue spots on her face. But that's not what caught Gwen's attention.

"Helen?"

"Hmm?"

Gwen pointed at her left hand.

"What's that?"

Helen raised her left hand.

"This?"

"Yes."

"Him."

Helen pointed at Ben.

Gwen looked at him.

"You... you..."

"I proposed," Ben supplied.

Gwen nearly fainted.

"You proposed? What about Julie?"

"How is it you haven't seen us together in months and still think that we are?" Ben said with a small laugh.

Gwen kept looking between the two.

"Now as I was saying, when I woke up in the Rustbucket, Azmuth was holding the faceplate to the Ultimatrix above Ben's heart. When I asked him what he was doing, Ben said 'maybe something crazy'."

Ben nodded his head.

"I did do something crazy. I became half Kineceleran."

"You had Azmuth re-write your DNA?"

Ben nodded.

"That's exactly what I did. He's working on the Ultimatrix as we speak. Along with Iron Man."

"I've heard rumors about that guy," Kevin said. "They say he's not human."

"Oh, he's human. I've met him. He even gave me one of his suits."

Kevin looked at Ben.

"Take us to him."

Ben looked at Helen.

"We might as well. There is a major problem in the Plumber Council."

"What?!" Gwen cried.

"Azmuth told us this. He said that there might be someone trying to corrupt the Plumbers."

* * *

**There it is. On to the next chapter! Please read and review.**


	4. The Story Of Corruption

**Disclaimer: I do not own Ben 10 Ultimate Alien or Iron Man Armored Adventures**

**4 The Story Of Corruption**

* * *

Tony

Tony watched as Azmuth kept breaking down his Mark I armor and the device that he had seen on Ben Tennyson's wrist.

"Why don't you go sit down?" Rhodey asked. "You've been standing there staring at Azmuth working for over two hours."

"I know. But he did say he would be back an hour ago."

"Don't worry. Azmuth seems to be caught up in his work." Rhodey walked over to the War Machine Armor. "I'm going on patrol. Call when they get back."

Tony nodded.

It wasn't long after Rhodey left that the alarms went off.

"Would you please shut off that noise?" Azmuth asked.

Tony walked to the console and watched as a giant green ship landed on top of the Armory.

He ran over to his Mark II armor, picked up the bag and ran out of the Armory, hitting the button to activate it.

As soon as he got up there the ship lowered it's loading ramp. Out zipped Ben and Helen.

"Hey!" Ben yelled waving his blue hand.

Iron Man landed and walked over.

"What's with this thing?" Tony asked.

"This is the Rustbucket 3."

Tony looked toward the new voice.

"Iron Man, meet Kevin Levin and Gwen Tennyson."

Ben and Helen changed back to human.

"Gwen, Kevin, meet Iron Man."

"Pleasure," Gwen stated.

"Yeah, yeah."

"Let's get below. Azmuth is still working."

Gwen looked over at Tony.

"What's he doing?"

"By the look of it, he had all of that device dismantled and most of my suit the same way."

Gwen looked at Ben.

"Azmuth took the Ultimatrix apart?"

Ben stood with his mouth hanging open.

Within a second he was a Kineceleran again and he ran straight into the Armory.

"Azmuth?"

"Here, Ben Tennyson."

Ben looked toward the sound and saw Azmuth crawling out of the suit.

"Tony told me you dismantled the Ultimatrix."

"I did. But for a good reason."

"Tell me."

"For this suit to work in conjunction with the Ultimatrix, both would have to have been the same device. So I had no choice but to dismantle the Ultimatrix and integrate it into the suit. But after all is said and done, it will still look the same."

"You mean the suit?"

"No. The Ultimatrix."

"And will it feel the same?"

"That I cannot be certain of. If all goes well, yes. It will."

Ben nodded.

"That's a relief."

"It's amazing how calm you can be."

Ben looked at Azmuth.

"I'm referring to our problem in the Plumber Council."

"Oh."

"So you are human?"

Ben looked over his shoulder and saw Tony, Pepper and Rhodey leading Helen, Gwen and Kevin into the Armory.

Tony retracted his armor and Gwen and Kevin watched as Tony sat his bag down on the ground next to the old interface chair.

"I'm Tony Stark," he said, holding out a hand to Kevin.

Kevin slowly took the hand offered and shook it.

Pepper walked over to the table and ejected from her armor. As did Rhodey.

"Pepper Pots and James Rhodes. But call him Rhodey."

Azmuth looked at them all.

"Hey, pipsqueak."

Azmuth let out a breath of annoyance.

After giving Kevin a glare, Azmuth said, "Seeing as all of you are here, it's time I explained things."

Ben wrapped his arms around Helen, Kevin did the same with Gwen. Tony, Pepper and Rhodey just stood there.

"About two of your months ago, we gained a new member to the Plumber Council. Talwanok joined the council and almost by that days end, he had the entire council on his side. I decided to go along to find out what his true intentions were." He turned to Tony. "I believe you know a certain 'Dr. Doom'."

Tony nodded.

"He is behind Talwanok sudden rise to power."

"How can that be?" Tony asked. "The last time I saw Doom, he was pulled into an extra-dimensional rift."

"That would be correct," Azmuth said. He looked at Ben. "Vilgax returned him from that dimension and gave him even more power."

Tony pulled Pepper close.

"How will we be able to stop Doom now?" she asked.

"I don't know. But we will find a way."

"I'm already working on that," Azmuth said as he turned around and jumped back into the suit. "I've almost finished with this thing."

Tony looked at Ben.

"Azmuth is the smartest person in three galaxies."

Tony snorted.

"I would go Gray Matter and help, Azmuth, but I can't."

"I've actually been working on something else," Azmuth said before tossing Ben the faceplate. "You're Galvan transformation is ready. Press it to your heart."

Ben returned to human and slammed the faceplate against his heart. After a few seconds, Gwen, Keven, Helen, Tony, Pepper, and Rhodey were watching as Galvan Ben climbed up the table with faceplate.

"Thank you, Azmuth," Ben said carrying the faceplate over to Azmuth.

Azmuth took the face plate and returned it to where it had be a few moments before.

"And now, Ben, would you gauge those servos?"

Ben made his way over.

* * *

Several hours later...

* * *

"It is finished," Azmuth said as he stood next to the Ultimatrix. Ben jumped down to the floor and returned to being human.

Ben waited until Azmuth gave him the go ahead and slipped on the Ultimatrix. As soon as the device shrunk down to his wrist size, the face plate changed from green and black to red and gold.

* * *

******Sorry for making everyone wait so long. I've been busy with other stories. I'm actually working on the next chapter, so it won't be to long a wait. I just ask for a little patients.  
**

******Thanks for reading. Please review.**

******Talon Earthstone**


	5. Testing The Armor

**Disclaimer: I do not own Ben 10 Ultimate Alien or Iron Man Armored Adventures.**

**5 Testing The Armor**

* * *

Ben twisted the dial and looked at Tony.

"I hope this works."

He slammed the faceplate down.

"Spider Monkey!"

Ben then turned to Azmuth.

"Twist the dial counterclockwise and slap it."

Ben did as he was told and watched as armor started forming from the symbol on his chest to all over his body. The only thing that wasn't covered was tip of his tail.

"This really feels weird," Ben said as he looked at his four arms and hands. A repulser was on each one.

Tony, still in his suit, walked over and motioned for Ben to follow.

"Where are we going?" Ben asked as he followed Tony out of the Armory. He was holding one of Helen's hands and she didn't mind it in the slightest that her fiance was at least a foot-and-a-half shorter than her.

"Okay, Ben. Let's take to the air."

Ben looked at the Iron Man suit as Tony left the ground.

"Flex your hands," Tony said.

Ben flexed all twelve of his hands fingers and the repulsers all ignited. With a bit of effort, he was able to get his balance and took to following Tony.

"This is so cool!" Ben said.

Ben landed and looked at the red and gold symbol on his chest. He then slapped it and the armor retracted.

"Ben."

He looked down at Azmuth.

"You cannot use your armor on the Vaxasurian."

"Huh?" Ben asked.

"The one you call Humungousaur."

"Why?"

"Because there is not enough armor to encase that transformation. Also, you would destroy the armor if you enlarged in size. And I warn you that you must use the armor only as a last resort."

Ben nodded. He then slapped one of his hands over the symbol and returned to being human.

"For the armor while you're in human form, just twist the dial one half clockwise turn and one quarter counterclockwise turn.

Ben did so and the armor started sliding out from under the Ultimatrix and all around his body.

"Okay," Tony said, "I need that."

Ben smiled as the helmet, the final piece of armor, formed over his head.

"Okay," Ben said as he launched into the air. "I'm ready for a fight."

Tony nodded before he shot into the air.

"Okay, Ben. Let's see what you've got."

* * *

Hours passed as Tony and Ben flew around, Tony teaching Ben everything there was to know about his suit. It was only when Tony's suit started to run low on power that they stopped for the day.

"That was good," Tony said as he dropped to the ground. With a command, his suit started to retract back into the backpack it once was.

"Thanks," Ben said. He twisted the faceplate of the Ultimatrix and his suit started to retract back into the device.

"I will never know how Azmuth managed to get the entire armor to fit into that little device."

Ben laughed as he walked over to Helen.

"Hey," he said as he shook her awake.

She didn't wake up, she just continued to sleep. So he picked her up and sat down with her in his lap, her snuggling close with a content smile.

"There is something that you never told me."

Ben looked up to see Gwen standing there.

"And that is?"

"How she can change from human to her alien form."

Be wiggled his left wrist.

"I was able to repair her genetic damage. That was what was keeping her as a Kineceleran."

Gwen nodded as she looked at the girl sleeping in Ben's arms.

"I still can't believe you chose her over Julie."

"I already told you what Julie said. She didn't like the hero work."

"That's not the only reason."

"She also knew that I loved Helen. Knew it before even I did. She was okay with it. She even had another guy in her sights."

Gwen nodded again.

"What are you thinking?" Ben asked.

"When are you getting married?"

Ben shrugged his shoulders.

"We haven't talked about it yet."

He tightened his grip on the girl in his arms and kissed the top of her head.

"You really lover her," Gwen stated.

Ben nodded.

"Is there something else?"

Ben shook his head.

"We've taken this relationship very seriously."

Gwen smiled as she placed a hand on the shoulder that Helen wasn't leaning against.

* * *

"We've got incoming," Tony said as he stood at the console. "Looks like a dozen or more ships. And they're all landing around the Armory."

Ben looked at Helen, Gwen, and Kevin.

"Looks like we've got to tangle with some goons."

Been shifted forms into a Kineceleran.

"I will never get tired of using this form," he said as he looked at the Ultimatrix on his wrist. Even when he had changed forms, the device had clung tight to his arm.

Helen smiled as she also changed forms.

Tony used Extremist to get his suit on.

Rhodey and Pepper quickly got into their armor while Keven walked over to the wall and absorbed it into his skin as armor.

"Everyone ready?"

Gwen looked at Kevin.

"I'm going to do it," she said.

Kevin shook his head.

"No, Gwen. You still need more practice."

Gwen sighed and nodded. Her hands then were enveloped in her lavender mana and her eyes glowed pink.

"Let's go," she said, her voice sounding as if there were two of Gwen.

Ben looked at Kevin.

"She's been practicing using her full Anodite powers while she's human," Kevin informed Ben.

Ben looked at his cousin before nodding.

"Let's go kick some ass," Ben said. He and Helen then started walking slowly toward the door.

* * *

"Ben Tennyson. Where is he?"

Tony, Rhodey and Pepper stood in front of some Plumber Elites.

"I have no idea who you're talking about," Tony said.

The Plumber pointed toward the giant green ship.

"I don't know whose ship that is."

"We know that Tennyson is here. Now hand him over."

A blazing blue blur slammed into some of the men. Not even a second later, another blue blur could be seen going in the opposite direction and knocking more men down.

"Halt!" the man in charge ordered as the blue blurs came closer to him.

The blurs stopped.

"Helen Wheels," he said when he recognized her. "You are under arrest."

"Oh?" the other Kineceleran replied.

"Just how are you? This is official Plumber business."

The second morphed back into Ben Tennyson.

"I don't think you want to try anything with my fiancee," Ben said as he glared at the guy. He then started moving the Ultimatrix's dial while not even looking at the selection. When he slammed his hand down on the dial, he towered over the man.

"Way Big!"

The man started shooting his gun.

"I don't think that will help," Ben said as he reached down and picked the man up. "Now I think you should leave. If you or any more Plumbers come after me or my fiancee, I'll throw you into deep space."

The man glared at Ben.

Ben dropped the man and Gwen caught him in a manna sphere. She then put him on the ground in front of a ship. She then gathered the other men up and did the same for them, placing them in front of their respective ships.

"Watch yourself, Tennyson. This isn't over."

Ben waited until the man was in his ship and preparing to take off.

"You might want to buckle up!" Ben said as he picked the ship up and tossed it as hard as he could. "And it's outta here!" He then slammed his hand onto the red and gold symbol on his chest.

"You got rid of them," Tony said as he walked up to Ben.

"No. I just gave them a warning. They won't listen."

"So what do we do?" Keven asked. "We could go and try to take this guy head-on."

Ben shook his head.

"We need a plan if we do that," he said. He then started walking over to his bride-to-be. "What do you think we should do?" he asked.

"I think we should talk to Azmuth. He's the one that can come up with a better plan."

Ben smiled ans he wrapped his arm around her shoulders and walked toward the entrance of the Armory with everyone in tow.

* * *

******Here you are. Chapter 5. Sorry for the long wait. I had to get back into the story.**

******Ben has just tested his armor and enjoyed every minute of it. What will Azmuth say about Kevin's plan? What will Azmuth's be? You'll just have to wait and find out. Til then,**

******Talon Earthstone**

******Please review.**


	6. The Surprise Gift

**Disclaimer: I do not own Ben 10 Ultimate Alien or Iron Man Armored Adventures.**

**6 The Surprise Gift  
**

* * *

Ben was working around the Armory in his Galvan form.

"Ben?"

Ben smiled as he heard Helen calling him. He walked out into the open and returned to his human form.

"Yes?" he asked with a smile.

"I want to go to Bellwood."

Ben nodded before walking toward the exit.

"Drive or run?" he asked.

"I don't want to run today. Let's take the RV."

Ben nodded with a smile before slipping his arm around her shoulders.

* * *

"So what do you want to do when we get there?" Ben asked.

The were on the road and still had over an hour of driving left.

"Let's tell your parents," Helen said.

"Are you sure?"

Helen nodded.

"I think they would want to know that their son is getting married.

Ben nodded.

They continued the trip in a comfortable silence, their fingers laced together.

* * *

Ben pulled the RV into the driveway of his parents house.

"Here we are," he said, standing up. He then held out his hand to Helen and she allowed him to pull her to her feet.

Helen looked out at her fiance's house and smiled.

"This is it," she said.

Ben nodded with a smile.

"Ready to meet my parents?"

Helen nodded before snuggling into Ben's embrace.

They opened the door to the RV and were welcomed by both of Ben's parents.

"Mom! Dad!" Ben said before embracing his parents.

Helen smiled at the sight before Ben pulled back to look at his parents.

"Mom, Dad, I would like you to meet Helen Wheels."

Sandra and Carl looked at Helen before back at Ben.

"Girlfriend?" Carl asked.

Ben shook his head before taking Helen's left hand and showing his parents the ring.

"She's my fiancee," he said as he pulled Helen into a tight embrace.

"What happened to Julie?" Sandra asked.

"She couldn't take the Hero work that came with this," Ben said, holding up the Ultimatrix. He had told his parents about the aliens that he had fought and about the aliens he used.

Sandra nodded before looking at Helen.

"How did you two meet?" she asked.

Helen stepped back and resumed her Kineceleran form.

"Ben helped me to be able to switch between my human and Kineceleran forms. Not only that, we've kinda had feelings since we first met. And then a week ago, he confessed how much he loved me and proposed."

Helen rolled over to Ben and hugged him.

"I love him with all my heart. He's a wonderful man."

Carl looked between Helen and his son before looking back at Helen with a warm smile.

"Welcome to the family, Helen."

Helen smiled as a few tears fell from her yellow eyes.

"Family," she said as she leaned against Ben, burying her face in his shoulder.

"Helen, honey?" Ben said, trying to figure out what had happened.

"I'm sorry, Ben. I'm just so happy," she said as she leaned back to look at him.

Sandra walked over and placed a hand on Helen's back.

"Come here," she said to the girl. Helen smiled and embraced the older woman.

Ben smiled at the sight as his father stepped up next to him and put his arm on his son's shoulder.

"Even though we thought you were going to propose to Julie, Helen's a nice girl as well."

Ben smiled and looked up at his father.

"Thanks, Dad."

Sandra patted Helen's back before putting her hand on the girls shoulders and gently pushing her away.

"Helen, dear, why don't you call me Mom? After all, you'll be my daughter-in-law as soon as you two say 'I do'," Sandra said, wiping tears from Helen's face.

Helen broke down in tears and clung to Sandra.

"What's wrong?"

Ben placed a hand on Helen's back.

"She doesn't have any real family. Her mother passed away several years ago as did her father. Her brother figures are all in the Plumbers Academy and she's the only one here. So she's only got me. Having you say she can call you Mom is a big thing for her."

Helen nodded into Sandra's shoulder before throwing herself at Ben.

"I love you, Ben. I love you so much!"

Ben pulled Helen tightly to him.

"As I love you, Helen. As I you."

Sandra looked at her husband before looking at Ben and Helen.

"You two get ready to go. We're going someplace I think you two will enjoy."

Ben looked at his mother before nodding.

"Come on, Helen. Let's get changed," Sandra said. She grabbed the clawed hand of the girl and pulled.

"Can you move the RV to the street?"

Ben nodded before climbing back into the RV and backed it out against the curb. As soon as he had it parked, he killed the engine and got out.

"Okay, Ben. Go get ready for a nice evening out. We're taking you and your bride-to-be out to dinner."

* * *

When Helen walked into the living room, she was human again and dressed in an off-white cream dress.

Ben gave Helen a once over before smiling. She was beautiful.

"We ready?" Sandra asked as she walked up and put a hand on Helen's shoulder.

"Ready, Mom," Ben said.

"We're all ready," Carl said, a smile on his face.

"Then let's go," Sandra said. She picked up the keys to the van and everyone piled in.

"So where are we going?" Ben asked.

"You'll just have to wait and see."

Ben held Helen to him as they looked out the driver-side windows. When the van came to a stop, Ben looked out the passenger side and became confused.

"Why are we at City Hall?"

"Come on," Carl said as he and Sandra both got out of the van. Sandra then opened the door for Ben and Helen before leading the way to the building.

When they entered the building, they walked up to the receptionist.

"May I help you?" she asked.

"We have an appointment."

The woman looked at her list.

"The Tennyson's?"

Sandra nodded.

"He's expecting you. Go on up."

Sandra nodded and walked over to the stairs.

When they got up the stairs and down to the end of the hall, Ben couldn't wait for an answer any more.

"Why are we here?"

Sandra and Carl just continued to ignore their son for a few moments longer.

"Ah, the Tennyson's."

"Thank you for seeing us, Judge Williams."

The man shook hands with Carl.

"Not at all. Well. Shall we start?"

Carl and Sandra turned to look at the two behind them.

"I think they're ready," Sandra said.

Ben and Helen looked at each other before looking at Ben's parents.

"We're getting married?"

Sandra nodded and handed Ben a small box.

The judge walked over and started the proceedings.

* * *

Ben and Helen stared at their wedding rings as they waited for the food.

"I can't believe it," Ben said for the tenth time.

"Neither can I," Helen said. She then looked over at Sandra.

"Why?"

"We could see the sincere love in your eyes when you looked at my son," Sandra said. "I knew that you would be a wonderful wife for him."

"But why did we get married now?"

Sandra got up and walked over to Helen before she knelt down.

"Helen, I know that you long for your mom again. And I know that I could never replace her. But I want to be your mom. I want to be your family."

Tears welled up in Helen's eyes before Sandra pulled the girl into a hug.

"Mom," Helen said.

Ben watched the sight with a smile.

"So, Ben," Carl said as he scooted closer to his son. "How does it feel to be married?"

Ben once again looked a the ring on his finger.

"Feels great," he said, a smile still on his face.

Sandra released Helen and sat back down in her chair. As soon as she was seated and Carl had moved back, the waiters came over with their food.

"We hope you enjoy your meal," one said with a smile before walking off.

Carl then looked at the two.

"Here's to you, Ben," he said as he lifted his glass. "May you and Helen have a happy marriage and have many children."

Ben beamed at his father.

"Thanks, Dad," he said before pulling Helen into an embrace. When he released her, they both started eating.

* * *

******And there it is. Finally I finished chapter 6. I've been trying to get this done for the last month. Now it's done and I can't wait to hear from you all. :) I hope you like it. Now on to the preview.**

******Ben and Helen are married. What will Gwen and Kevin think of it when they get back to New York? Will they be happy for them or be a little jealous? You'll just have to wait and find out! Til then,**

******Talon Earthstone**

******Please review.**


End file.
